Exhibit 4.2


 


SUPPLEMENTAL INDENTURE


 


 


Dated as of June 9, 1997


 


Between


 


CNL ROSE ACQUISITION CORP.,

RFS PARTNERSHIP, L.P.,

and RFS 2002 FINANCING, INC.


 


 


and


 


 


US
BANK NATIONAL ASSOCIATION,


 

















 


SUPPLEMENTAL INDENTURE


 


Supplemental
Indenture (this “Supplemental Indenture”), dated as of July 10, 2003, among CNL
Rose Acquisition Corp., a Delaware corporation (the “Surviving Entity”), RFS
Partnership, L.P., a Tennessee limited partnership (an “Issuer”), RFS 2002
Financing, Inc., a Tennessee corporation, and U.S. Bank National Association,
as trustee under the Indenture referred to below (the “Trustee”).


W I T N E S S E T H


 


WHEREAS,
RFS Hotel Investors, Inc., a Tennessee corporation and predecessor-by-merger to
the Surviving Entity (“RFS Hotel Investors”), has heretofore executed and
delivered to the Trustee, as guarantor, an indenture (the “Indenture”), dated
as of February 26, 2002, providing for the issuance by the Issuer, a
subsidiary of Surviving Entity, of 9.75% Senior Notes due 2012 (the “Notes”);


 


WHEREAS,
the Indenture provides that under certain circumstances and pursuant to Section
5.1 of the Indenture, the Surviving Entity shall execute and deliver to the
Trustee a Supplemental Indenture pursuant to which it expressly assumes all of
RFS Hotel Investors’ obligations in connection with the guarantee of Parent for
payment of the Notes by the Parent; and


 


WHEREAS,
Surviving Entity and Issuer are parties to that certain merger agreement, dated
as of May 8, 2003, as amended on May 22, 2003, by and among CNL Hospitality
Properties, Inc., Surviving Entity, RFS Hotel Investors, CNL Rose Acquisition
OP, LP, and Issuer, pursuant to which, RFS Hotel Investors will, simultaneously
with the execution of this Supplemental Indenture, merge with and into
Surviving Entity and RFS Hotel Investors separate corporate existence will,
simultaneously with the execution of this Supplemental Indenture, cease; and


 


WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Surviving
Entity and the Trustee mutually covenant and agree as follows;


 


1.         Capitalized Terms.   Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


 


2.         Agreement to Assume
Obligations.   The Surviving Entity irrevocably and
unconditionally assumes the punctual performance of all obligations of RFS
Hotel Investors pursuant to the terms of the Indenture, and this Supplemental
Indenture.


 

















 


No
past, present or future partner, director, officer, employee, incorporator or
stockholder (direct or indirect) of the Surviving Entity (or any such successor
entity), as such, shall have any liability for any obligations of the Surviving
Entity under this Supplemental Indenture or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation,
except in their capacity as an obligor or Guarantor of the Notes in accordance
with the Indenture.


 


3.         NEW YORK LAW TO
GOVERN.   THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, INCLUDING,
WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.


 


4.         Counterparts.   The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.


 


5.         Effect of Headings.   The
Section headings herein are for convenience only and shall not affect the
construction hereof. 


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed and attested, all as of the date first above written. 


 


	
   

  	
  RFS
  PARTNERSHIP, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CNL
  Rose GP Corp.,

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Marcel
  Verbaas

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marcel
  Verbaas

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  
	
   

  	
  RFS
  2002 FINANCING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Marcel
  Verbaas

  	
   

  
	
   

  	
   

  	
  Name: Marcel
  Verbaas 

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
  CNL
  ROSE ACQUISITION

  CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Marcel
  Verbaas

  	
   

  
	
   

  	
   

  	
  Name: Marcel
  Verbaas

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  THE TRUSTEE:

  
	
   

  	
  U.S
  BANK NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Frank P. Leslie III

  	
   

  
	
   

  	
   

  	
  Name: Frank
  P. Leslie III

  	
   

  
	
   

  	
   

  	
  Title: Vice President